[Form 4] Veritex Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Veritex Holdings, Inc. (VBTX) filed a Form 4 disclosing insider transactions by Chief Financial Officer Terry Earley. The filing covers activity on July 1, 2025, one day after Earley’s retirement became effective (June 30, 2025).

• Vesting/Conversion (Code M): 97,204 restricted stock units (RSUs) automatically vested and converted into common shares at a $0 exercise price, reflecting retirement-based acceleration.
• Tax Withholding Sale (Code F): 42,485 shares were disposed of at $26.87 per share to satisfy withholding obligations.
• Post-transaction ownership: Earley now holds 245,259 direct shares and 8,286 indirect shares (IRA), for a total beneficial ownership of 253,545 shares.

The net effect is an increase of roughly 54,700 directly held shares, signalling that the retiring executive retains a sizable equity stake. No derivative securities remain outstanding after the RSU conversion.

While the filing confirms Earley’s retirement and updated ownership, it does not address succession plans or strategic impacts. Investors typically view large insider holdings as alignment of interests, but the departure of a key financial executive can introduce short-term governance and continuity questions.

Positive

• Significant insider ownership retained: After retirement, Earley still controls 253,545 shares, aligning interests with shareholders.

Negative

• CFO retirement confirmed: Departure of a key financial executive may raise short-term continuity and governance concerns.

Insights

Financial Analyst

TL;DR: Routine retirement-linked RSU vesting; minor net share increase, limited market impact.

The filing is largely mechanical. A zero-cost RSU conversion increased Terry Earley’s direct stake by 97 k shares, partly offset by a 42 k share sale for taxes. His total ownership (≈253 k shares) signals continued alignment even after retirement. No purchase for investment purposes occurred, so the transaction is unlikely to be interpreted as a bullish signal. Given shares sold were tax-related and the executive is leaving, I classify the market impact as neutral.

Corporate Governance Expert

TL;DR: Filing confirms CFO retirement; continuity risks outweigh ownership increase.

Form 4 formally records Earley’s exit and related equity settlement. Accelerated vesting on retirement is standard under most executive agreements. The maintenance of a substantial direct position can cushion succession concerns, but investors will focus on the appointment and credibility of a new CFO, which is not covered here. As such, governance impact is modestly negative yet not materially price-moving in isolation.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Earley Terry

(Last) (First) (Middle)

C/O VERITEX HOLDINGS, INC.

8214 WESTCHESTER DRIVE, SUITE 800

(Street)

DALLAS TX 75225

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Veritex Holdings, Inc. [ VBTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		M		97,204(1)	A	$0	245,259	D
Common Stock	07/01/2025		F		42,485	D	$26.87	202,774	D
Common Stock								8,286	I	By Terry S Early - Individual Retirement Account

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	07/01/2025		M			97,204(1)	(1)	(1)	Common Stock	97,204	$0	0	D

Explanation of Responses:

1. Represents the total shares vested for multiple awards/grant dates due to the retirement of the reporting person, effective June 30, 2025.

2. Represents a right to receive at settlement one share of common stock of the Company.

Remarks:

	/s/ C. Malcolm Holland, III, by power of attorney	07/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Veritex (VBTX) shares did Terry Earley acquire on July 1, 2025?

He acquired 97,204 shares through the conversion of vested RSUs.

Why were 42,485 Veritex shares disposed of at $26.87?

The shares were sold/withheld (Code F) to cover statutory tax obligations related to the RSU vesting.

What is Terry Earley’s total share ownership after the transaction?

He directly owns 245,259 shares and indirectly owns 8,286 shares, totaling 253,545 shares.

Does the filing indicate that Veritex’s CFO has retired?

Yes. The explanation notes Earley’s retirement was effective June 30, 2025.

Are any derivative securities still outstanding for the former CFO?

No. All 97,204 RSUs were converted, leaving zero derivative securities outstanding.